U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 001-37370
MY SIZE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0394637 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
HaNegev 4, POB 1026, Airport City, Israel, 7010000
(Address of principal executive offices)
+972-3-600-9030
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | MYSZ | Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May 14, 2026, shares of common stock, par value $ per share were issued and outstanding.
MY SIZE, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
My Size, Inc. and Subsidiaries
Condensed Consolidated
Interim
Financial Statements
As of March 31, 2026
(unaudited)
U.S. Dollars in Thousands
| 1 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Financial Statements as of March 31, 2026 (Unaudited)
Contents
| 2 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Balance Sheets (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | 654 | 2,303 | ||||||
| Restricted cash | 256 | 254 | ||||||
| Inventory | 3,411 | 3,034 | ||||||
| Account receivables | 890 | 1,214 | ||||||
| Other receivables and prepaid expenses | 981 | 935 | ||||||
| Total current assets | 6,192 | 7,740 | ||||||
| Property and equipment, net | 103 | 110 | ||||||
| Operating right-of-use asset | 97 | 106 | ||||||
| Intangible assets | 1,449 | 1,596 | ||||||
| Goodwill | 634 | 640 | ||||||
| Investment in marketable securities | 2 | 2 | ||||||
| Other non-current asset | 10 | 10 | ||||||
| Total non-current assets | 2,295 | 2,464 | ||||||
| Total assets | 8,487 | 10,204 | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Operating lease liability | 24 | 26 | ||||||
| Short-term loans | 387 | 94 | ||||||
| Trade payables | 1,428 | 2,221 | ||||||
| Liabilities to related parties | 48 | 93 | ||||||
| Seller payables | 234 | 251 | ||||||
| Other payables | 1,545 | 1,446 | ||||||
| Total current liabilities | 3,666 | 4,131 | ||||||
| Long-term loans | 788 | 831 | ||||||
| Operating lease liability | 80 | 85 | ||||||
| Total non-current liabilities | 868 | 916 | ||||||
| Commitments and contingent | - | |||||||
| Total liabilities | 4,534 | 5,047 | ||||||
| Stockholders’ equity: | ||||||||
| Stock Capital - | ||||||||
| Common stock of $ par value - Authorized: shares; Issued and outstanding: | ||||||||
| and as of March 31, 2026 and December 31, 2025, respectively | 5 | 5 | ||||||
| Common stock of $0.001 par value - Authorized: 250,000,000 shares; Issued and outstanding: 4,818,164 and 4,639,784 as of March 31, 2026 and December 31, 2025, respectively | 5 | 5 | ||||||
| Additional paid-in capital | 75,870 | 75,590 | ||||||
| Accumulated other comprehensive loss | (718 | ) | (710 | ) | ||||
| Accumulated deficit | (71,204 | ) | (69,728 | ) | ||||
| Total stockholders’ equity | 3,953 | 5,157 | ||||||
| Total liabilities and stockholders’ equity | 8,487 | 10,204 | ||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 3 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Three-Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | 2,394 | 1,479 | ||||||
| Cost of revenues | (1,454 | ) | (1,059 | ) | ||||
| Gross profit | 940 | 420 | ||||||
| Operating expenses | ||||||||
| Research and development | (239 | ) | (82 | ) | ||||
| Sales and marketing | (890 | ) | (567 | ) | ||||
| General and administrative | (1,217 | ) | (831 | ) | ||||
| Total operating expenses | (2,346 | ) | (1,480 | ) | ||||
| Operating loss | (1,406 | ) | (1,060 | ) | ||||
| Financial income (expenses), net | (70 | ) | - | |||||
| Loss before taxes | (1,476 | ) | (1,060 | ) | ||||
| Net loss | (1,476 | ) | (1,060 | ) | ||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation differences | (8 | ) | 21 | |||||
| Total comprehensive loss | (1,484 | ) | (1,039 | ) | ||||
| Basic and diluted loss per share | ) | ) | ||||||
| Basic and diluted weighted average number of shares outstanding | ||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 4 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)
U.S. dollars in thousands (except share data and per share data)
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2026 | 4,639,784 | 5 | 75,590 | (710 | ) | (69,728 | ) | 5,157 | ||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | - | - | 90 | - | - | 90 | ||||||||||||||||||
| Issuance of shares pursuant to At The Market Offering Agreement - net of $7 issuance cost** | 178,380 | -* | 190 | - | - | 190 | ||||||||||||||||||
| Total comprehensive loss | - | - | - | (8 | ) | (1,476 | ) | (1,484 | ) | |||||||||||||||
| Balance as of March 31, 2026 | 4,818,164 | 5 | 75,870 | (718 | ) | (71,204 | ) | 3,953 | ||||||||||||||||
| (*) | Represents an amount less than $1. |
| (**) | See note 7 |
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Total | ||||||||||||||||||||||
| Common stock | paid-in | comprehensive | Accumulated | stockholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2025 | 2,040,159 | 2 | 71,608 | (825 | ) | (63,876 | ) | 6,909 | ||||||||||||||||
| Stock-based compensation related to options granted to employees and consultants | 10,000 | -* | 22 | - | - | 22 | ||||||||||||||||||
| Offering Agreement - net of $5 issuance cost** | 60,589 | -* | 137 | - | - | 137 | ||||||||||||||||||
| Total comprehensive loss | - | - | - | 21 | (1,060 | ) | (1,039 | ) | ||||||||||||||||
| Balance as of March 31, 2025 | 2,110,748 | 2 | 71,767 | (804 | ) | (64,936 | ) | 6,029 | ||||||||||||||||
| (*) | Represents an amount less than $1 |
| (**) | See note 7 |
| 5 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
U.S. dollars in thousands
| Three-Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | (1,476 | ) | (1,060 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 55 | 4 | ||||||
| Change in operating lease right-of-use asset | 9 | 4 | ||||||
| Amortization of intangible assets | 118 | 38 | ||||||
| Change in liabilities to related parties | (45 | ) | (79 | ) | ||||
| Interest earned | (2 | ) | - | |||||
| Interest on long-term liabilities | 13 | 2 | ||||||
| Interest paid | (13 | ) | (2 | ) | ||||
| Revaluation of investment in marketable securities | - | (7 | ) | |||||
| Stock based compensation | 90 | 22 | ||||||
| Change in inventory | (377 | ) | 331 | |||||
| Change in account receivable | 324 | (256 | ) | |||||
| Changes in operating lease liabilities | (7 | ) | (1 | ) | ||||
| Change in other receivables and prepaid expenses | (46 | ) | 47 | |||||
| Change in trade payables | (792 | ) | (497 | ) | ||||
| Change in other payables | 98 | 186 | ||||||
| Change in Seller payables | (18 | ) | - | |||||
| Net cash used in operating activities | (2,069 | ) | (1,268 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (46 | ) | - | |||||
| Net cash used in investing activities | (46 | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares, net of issuance costs | 190 | 137 | ||||||
| Repayment of loans | (137 | ) | (42 | ) | ||||
| Proceeds from loan | 400 | - | ||||||
| Net cash provided by financing activities | 453 | 95 | ||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 13 | (12 | ) | |||||
| Decrease in cash and cash equivalents | (1,649 | ) | (1,185 | ) | ||||
| Cash and cash equivalents at the beginning of the period | 2,303 | 4,880 | ||||||
| Cash and cash equivalents at the end of the period | 654 | 3,695 | ||||||
| Cash and Cash Equivalents | 654 | 3,695 | ||||||
| Restricted cash | 256 | - | ||||||
| Cash, Cash Equivalents and Restricted Cash at End of the Year | 910 | 3,695 | ||||||
| Supplemental disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | 13 | 2 | ||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 6 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 1 - General
| a. | My Size, Inc. (the “Company”) is developing unique measurement technologies based on algorithms with applications focused on the apparel e-commerce market. The technology is driven by proprietary algorithms, which are able to calculate and record measurements in a variety of novel ways. |
Following the acquisitions of Naiz Fit Bespoke Technologies, S.L (“Naiz” or “Naiz Fit’) in October 2022 and ShoeSize.Me AG (“ShoeSizeMe”) in September 2025 (refer to note 7), the Company expanded its offering outreach and customer base. Following the acquisition of Orgad International Marketing Ltd. (“Orgad”) in February 2022, the Company also operates an omnichannel e-commerce platform.
Following the formation of a new subsidiary, New Percentil S.L. (“New Percentil”), and acquisition of a new business unit in May 2025 (see note 7), the Company also operates a resale platform that enables consumers to buy and sell primarily secondhand apparel.
The Company has nine subsidiaries. My Size Israel 2014 Ltd. (“My Size Israel”), Topspin Medical (Israel) Ltd., Orgad and Rotrade Ltd., are all incorporated in Israel, My Size LLC, is incorporated in the Russian Federation, there are two limited liability companies incorporated under the laws of Spain namely Naiz Fit and New Percentil, and ShoeSizeMe, which is incorporated in Switzerland. On July 21, 2025, the Company established Ten Peacks Ltd. (“Ten Peacks”), which is incorporated in Israel and is a wholly-owned subsidiary of My Size Israel, that focuses on marketing and distribution of global apparel and shoes brands in Israel. References to the Company include the subsidiaries unless the context indicates otherwise.
My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registered in the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, the Company changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field of cardiology and urology.
On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.
On May 9, 2025, a newly-formed, wholly-owned subsidiary of the Company, New Percentil entered into a production unit transfer agreement with Casi Nuevo Kids, S.L., a limited liability company incorporated under the laws of Spain (“Casi Nuevo”), pursuant to which New Percentil acquired (the “Acquisition”) a production unit of Casi Nuevo with a trade name of Percentil that was judicially awarded to the Company in April 2025 within the framework of insolvency proceedings of Casi Nuevo filed with Commercial Court No. 13 of Madrid (Spain). The Acquisition was completed on May 9, 2025.
The Company paid for the total transaction an amount of €40 (approximately $45) cash payment and the assumption of certain customers, social security and debt liabilities. The Acquisition was financed through existing cash reserves and does not involve the issuance of additional shares or debt.
On September 8, 2025, the Company entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with certain shareholders of ShoeSizeMe (the “Sellers”), who were the holders of % of the share capital of ShoeSizeMe, pursuant to which the Sellers sold to the Company all of the issued and outstanding shares of ShoeSizeMe. The acquisition of ShoeSizeMe closed on the same day. In consideration for the purchase of the shares of ShoeSizeMe and in accordance with the Purchase Agreement, the Company (i) paid a cash payment of $ and (ii) issued shares of the Company’s common stock. The fair value of the shares for the purchase price allocation was determined using the closing price on September 8, 2025 at $. In addition, pursuant to the Purchase Agreement, the Company issued to a key employee of ShoeSizeMe a warrant to purchase up to shares of the Company’s common stock. In connection with the acquisition of ShoeSizeMe, certain major shareholders of ShoeSizeMe entered into (i) a voting agreement with the Company and (ii) customary six-month lock up agreements with the Company.
| b. | Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $71,204. The Company’s management expects to continue generating losses and negative cash flows for the foreseeable future. Based on projected cash flows and balances as of March 31,2026, management believes existing cash will be sufficient to fund operations for less than 12 months, creating substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate this include continuing product commercialization, acquiring technology or intellectual property, and securing financing through equity sales, debt, or strategic partnerships. However, there is no guarantee that additional funds will be available on acceptable terms or at all. If the Company fails to successfully commercialize its products or secure sufficient financing, it may be forced to cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. |
| 7 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 1 - General (Cont.)
In January 2025, we entered into an Offering Agreement with H.C. Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of the date hereof, we sold shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3,587.
The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
| c. | In late February 2026, Israel and the United States preemptively attacked Iran, in order to eliminate Iran’s nuclear and ballistic missile capabilities, and to target the Islamic fundamentalist regime governing Iran, which has threatened Israel’s existence. As part of this conflict, Iran launched missile attacks throughout Israel. This war followed similar conflicts in June 2025, and April 2024 and October 2024, during which Iran launched ballistic missile attacks against Israel, and Israel conducted strikes against Iranian military and nuclear infrastructure. The direct conflicts with Iran ran parallel to, and followed upon, a two-year war (from October 2023 until October 2025) during which Israel was attacked by Hamas and Hezbollah, terrorist groups sponsored by Iran operating out of the Gaza Strip and Lebanon, respectively. and declared war in response, which included ground operations in the Gaza Strip and southern Lebanon. Other Iranian sponsored terrorist organizations in the Middle East, including the Houthi terrorist group in Yemen, have also attacked Israel with various types of missiles and drones as part of these conflicts, and Israel has responded with air force attacks. By late April 2026, a series of fragile ceasefires were brokered to pause direct state-on-state hostilities, though the long-term stability and economic impact of these agreements remain uncertain as of the reporting date. On April 8, 2026, the United States and Iran agreed to a temporary ceasefire with the aim of reaching a permanent agreement and ending the war and on April 16, 2026, a cessation of hostilities was announced between Israel and Lebanon. However, the military operation in Lebanon against Hezbollah is still ongoing and the Iran ceasefire remains fragile, with reports of continued military operations by both sides. |
The security situation in Israel has had an immaterial effect on its operations and financial results so far. This is attributable to its offices in Spain which has become a hub for the Company’s sizing solutions business. The majority of Orgad’s inventory utilizes fulfillment by Amazon rather than fulfilling directly. Inventory is now maintained and orders are shipped from regional Amazon warehouses, thereby reducing exposure to inventory risk and contributing to operating efficiencies. For the time being there is an effect on shipping costs that marginally affects the Company.
On February 24, 2022, Russia invaded Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region. Following Russia’s actions, various countries, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT) electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.
The Company shut down its operation in Russia and is expected to close down its subsidiary, My Size LLC, but due to technical reasons it is expected to occur in the near future. Therefore, the impact from the current situation is very limited.
| 8 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 2 - Significant Accounting Policies
| a. | Unaudited condensed consolidated financial statements: |
The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Operating results for the three months ended March 31, 2026 not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025.
| b. | Significant Accounting Policies: |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
Note 3 – Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, trade payables, accounts payable and short and long term loans approximate their fair value due to the short-term maturities of such instruments.
The Company holds share certificates My City Builders, Inc. (“MYCB”), formerly known as Diamante Minerals, Inc., a publicly traded company on the OTCQB.
Due to sales restrictions on the sale of the MYCB shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 assets.
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis
| March 31, 2026 | ||||||||||||
| Fair value hierarchy | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Financial assets | ||||||||||||
| Investment in marketable securities | - | 2 | - | |||||||||
| 9 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 3 - Financial Instruments (Cont.)
| December 31, 2025 | ||||||||||||
| Fair value hierarchy | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Financial assets | ||||||||||||
| Investment in marketable securities (*) | - | 2 | - | |||||||||
| (*) | For the three-month period ended March 31, 2026 and 2025, the Company recognized gain (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was $0 and $7 respectively. |
The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table:
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Stock-based compensation expense – Cost of revenues | - | - | ||||||
| Stock-based compensation expense - Research and development | 8 | 6 | ||||||
| Stock-based compensation expense - Sales and marketing | - | - | ||||||
| Stock-based compensation expense - General and administrative | 82 | 16 | ||||||
| Stock-based compensation expense | 90 | 22 | ||||||
| 10 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 4 - Stock Based Compensation (Cont.)
Stock Option Plan for Employees:
The total number of shares of common stock which may be granted to directors, officers and employees under this plan, is limited to shares.
During the three-month periods ended March 31, 2025, and 2026 the Company did not grant any options, restricted stock and RSUs and no options were exercised.
The total stock option compensation expense for employees during the three-month period ended March 31, 2026 and 2025 was $ and $, respectively.
Note 5 - Contingencies and Commitments
In July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a monetary award in an amount of NIS 1,895,345 (approximately $652). The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits. The Company filed its statement of defense in September 2024. At this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. In June 2025, the Court appointed a third party appraiser to assess the damages. The Company evaluates the claim at a sum of NIS 325,000 (approximately $112), at this stage add and is recorded under current liabilities in the consolidated balance sheet.
| 11 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 6 – Operating Segments
The Company has the following four segments: (i) Fashion e-commerce platform, (ii) SaaS solutions, (iii) resale platform for apparel and (iv) others. This realignment reflects the way resources are allocated, and performance is assessed by the Chief Operating Decision Maker. The Fashion e-commerce platform which represents Orgad’s activity that was acquired by the Company in 2022, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of the Company and certain of its subsidiaries, My Size Israel, My Size LLC, Naiz and ShoeSizeMe (purchased in September 2025). The resale platform currently operates as a separate segment under New Percentil following the closing of the Acquisition in May 2025. The other segment currently operates under Ten Peacks.
The CODM reviews total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate resources. In assessing the Company’s financial performance and making strategic decisions, the CODM regularly reviews segment operational loss and operating expenses by function. This includes a review of budget versus actual expenses and cost of goods, sales and marketing salaries, and other segment expenses. For the Fashion e-commerce platform operating segment, the CODM also reviews gross profit and Amazon fees. For the SaaS Solutions operating segment, the CODM also reviews research and development expenses.
Revenue, costs of goods and other costs and expenses are generally directly attributed to the segments. These expenses include research and development-related expenses, costs of Amazon fees, cost of goods, and legal-related costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect operating expenses, such as insurance, legal, and audit services, are mostly allocated based on revenues, most of which is allocated to the Fashion e-commerce platform segment.
Information related to the operations of the Company’s reportable operating segments is set forth below:
Schedule of Reportable Operating Segments
| Fashion | ||||||||||||||||||||
| e-commerce | SaaS | Resale | ||||||||||||||||||
| platform | Solutions | Platform | Others | Total | ||||||||||||||||
| As of the three months ended March 31, 2026 | ||||||||||||||||||||
| Revenues from external customers | 1,798 | 236 | 343 | 17 | 2,394 | |||||||||||||||
| Cost of revenues | (1,262 | ) | (62 | ) | (120 | ) | (10 | ) | (1,454 | ) | ||||||||||
| Research and development expenses | (62 | ) | (169 | ) | (4 | ) | (4 | ) | (239 | ) | ||||||||||
| Amazon fees | (465 | ) | - | - | - | (465 | ) | |||||||||||||
| Sales and marketing salaries | (44 | ) | (65 | ) | - | (92 | ) | (201 | ) | |||||||||||
| Other Segment Items (*) | (567 | ) | (358 | ) | (390 | ) | (126 | ) | (1,441 | ) | ||||||||||
| Segment loss | (602 | ) | (418 | ) | (171 | ) | (215 | ) | (1,406 | ) | ||||||||||
| Reconciliation of Profit or Loss | ||||||||||||||||||||
| Financial income, (expense) net | (70 | ) | ||||||||||||||||||
| Loss before income taxes | (1,476 | ) | ||||||||||||||||||
| Significant non-cash items: | ||||||||||||||||||||
| Amortization | - | (67 | ) | (25 | ) | (92 | ) | |||||||||||||
| Share based payments | (81 | ) | (9 | ) | (90 | ) | ||||||||||||||
| (*) | Other segments items include share based payments, rent and related expenses, professional services, insurance and other expenses. |
Fashion e-commerce platform | Saas Solution | Resale Platform | Others | |||||||||||||
| As of March 31, 2026: | ||||||||||||||||
| Assets | 5,303 | 2,183 | 588 | 413 | ||||||||||||
| Fashion | ||||||||||||
| e-commerce | SaaS | |||||||||||
| platform | Solutions | Total | ||||||||||
| As of the three months ended March 31, 2025 | ||||||||||||
| Revenues from external customers | 1,307 | 172 | 1,479 | |||||||||
| Cost of revenues | (1,051 | ) | (8 | ) | (1,059 | ) | ||||||
| Research and development expenses | - | (82 | ) | (82 | ) | |||||||
| Amazon fees | (385 | ) | - | (385 | ) | |||||||
| Sales and marketing salaries | (31 | ) | (90 | ) | (121 | ) | ||||||
| Other Segment Items (*) | (665 | ) | (227 | ) | (892 | ) | ||||||
| Segment loss | (825 | ) | (235 | ) | (1,060 | ) | ||||||
| Reconciliation of Profit or Loss | ||||||||||||
| Loss before income taxes | (825 | ) | (235 | ) | (1,060 | ) | ||||||
| Significant non-cash items: | ||||||||||||
| Amortization | (9 | ) | (29 | ) | (38 | ) | ||||||
| Share based payments | (14 | ) | (8 | ) | (22 | ) | ||||||
| (*) | Other segments items include shared based payments, rent and related expenses, professional services, insurance and other expenses. |
| As of March 31, 2025: |
| Fashion | ||||||||
| e-commerce | ||||||||
| platform | Saas Solution | |||||||
| As of March 31, 2025: | ||||||||
| Assets | 6,371 | 2,380 | ||||||
| 12 |
MY SIZE, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
U.S. dollars in thousands (except share data and per share data)
Note 7 – Significant events during the reporting period.
| a. | On January 21, 2025, the Company entered into an At The Market Offering Agreement (the “Offering Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock having an aggregate offering price of up to $4.1 million. The Company is not obligated to make any sales of the shares under the Offering Agreement. The offering of shares pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein. The Company agreed to pay to Wainwright a cash commission of 3% of the gross sales price of any shares of common stock sold under the Offering Agreement. As of March 31, 2026, the Company sold 2,011,912 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.59 million. |
| b. | On January 27 2026, the Company entered into a Capital Advance agreement with Payoneer Inc. Under the terms of this arrangement, the Company received an upfront cash advancement of $400 in exchange for the commitment of future marketplace future sales. Payoneer automatically collects a contractually agreed-upon 21% of the Company’s gross daily marketplace payouts until the total face-value obligation of $424 is fully satisfied. The facility is non-compounding, features a single fixed capital fee of $24, and is structurally scheduled for full settlement within the current fiscal year. The Company determined that in accordance with ASC 470-10-25-2 that the agreement gives rise to a debt instrument. Consequently, in accordance with ASC 470 (Debt), the arrangement is accounted for as a Short term Loan and is classified within Current Liabilities on the Consolidated Balance Sheet. The fee of $24 is recorded over the term of the loan in the financial expenses in the consolidated Income statement. |
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission, or the SEC on April 15, 2026, or the Annual Report, including the consolidated annual financial statements as of December 31, 2025 and their accompanying notes included therein.
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act. Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Quarterly Report on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:
| ● | our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all; | |
| ● | risks related to our ability to continue as a going concern; | |
| ● | the new and unproven nature of the measurement technology markets; | |
| ● | our ability to achieve customer adoption of our products; | |
| ● | our ability to realize the benefits of our acquisitions of Orgad, Naiz, the Percentil production unit and ShoeSize.Me; | |
| ● | our ability to enhance our brand and increase market awareness; | |
| ● | our ability to introduce new products and continually enhance our product offerings; | |
| ● | the success of our strategic relationships with third parties; | |
| ● | information technology system failures or breaches of our network security; | |
| ● | competition from competitors; | |
| ● | our reliance on key members of our management team; | |
| ● | current or future litigation; | |
| ● | current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk | |
| ● | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment; and | |
| ● | the impact of the political and security situation in Israel on our business. |
| 14 |
The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to the Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date hereof. Because the risk factors referred to on page 18 of our Annual Report, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
Unless the context otherwise requires, all references to “we,” “us,” “our” or “the Company” in this Quarterly Report on Form 10-Q are to MySize, Inc., a Delaware corporation, and its subsidiaries, including MySize Israel 2014 Ltd. My Size LLC, Orgad International Marketing Ltd., or Orgad, Naiz Bespoke Technologies, S.L, or Naiz Fit, New Percentil S.L. or “New Percentil, ShoeSize.Me AG o r ShoeSizeMe and Ten Peacks Ltd. Or Ten Peacks taken as a whole.
References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on Form 10-Q for three months ended on March 31, 2026 are translated using the rate of NIS 3.165 to $1.00.
All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected by us on April 19, 2024 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on April 23, 2024.
Overview
We are a fashion technology company operating an integrated portfolio of businesses designed to address the most pressing challenges facing fashion brands and retailers today—size and fit accuracy, excess inventory management, circular economy solutions, and international market distribution. Through our subsidiaries, we provide end-to-end support across the fashion value chain: Naiz Fit, our technology subsidiary, delivers AI-driven size and fit solutions for fashion e-commerce companies, and includes ShoeSize.Me, a European AI-powered footwear sizing solution we acquired in September 2025; Orgad, an online retailer and technology-enabled consumer products company operating principally as a third-party seller on Amazon; Percentil, a managed second-hand fashion recommerce platform operating across Southern and Central Europe; and Ten Peacks Ltd., a distribution subsidiary focused on marketing and distributing global apparel and footwear brands in Israel.
Our strategy is to build an integrated fashion platform—the infrastructure layer that enables fashion brands to address four critical pain points simultaneously: size and fit challenges that drive returns and suppress conversion rates; overstocked and unsold inventory that erodes margins; sustainability obligations that increasingly require brands to offer circular economy solutions; and international growth ambitions that require local distribution expertise and relationships.
We believe this integrated approach is differentiated in the market. Unlike point solutions that address a single problem, our platform is designed to allow brands to work with one group-level partner across technology, commerce, circularity, and distribution—each business unit reinforcing the others through shared data, commercial relationships, and infrastructure.
Macroeconomic and Geopolitical Environment
Because we operate globally, our business is subject to the effects of economic downturns or recessions in the regions in which we do business, volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, changing interest rates, expanded trade control laws and regulations, imposition of new or higher tariffs and geopolitical conflicts.
In addition, U.S. President Trump has made a series of announcements regarding the imposition of new and higher U.S. tariffs on imports from many countries. In response, certain countries, as well as the European Union, have announced retaliatory tariffs on imports of U.S. goods and other countermeasures. We are monitoring these actions, including any pauses, escalations, exemptions or removal of exemptions, with respect to the threatened or imposed tariffs, and will continue to assess their potential impact on our business either directly, such as on our hardware business, or due to downstream effects.
We also continuously monitor geopolitical conflicts around the world, including the ongoing conflict between Russia and Ukraine and conflicts in the Middle East, and assess their impact on our business. To date, these conflicts have not materially limited our ability to develop or support our products and have not had a material impact on our results of operations, financial condition, liquidity or cash flows.
While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic and geopolitical conditions on our business, see the “Risk Factors” section in our Annual Report.
| 15 |
Results of Operations
The table below provides our results of operations for the periods indicated.
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| (dollars in thousands) | ||||||||
| Revenues | $ | 2,394 | $ | 1,479 | ||||
| Cost of revenues | (1,454 | ) | (1,059 | ) | ||||
| Gross profit | 940 | 420 | ||||||
| Research and development expenses | (239 | ) | (82 | ) | ||||
| Sales and marketing | (890 | ) | (567 | ) | ||||
| General and administrative | (1,217 | ) | (831 | ) | ||||
| Operating loss | (1,406 | ) | (1,060 | ) | ||||
| Financial income (expenses), net | (70 | ) | - | |||||
| Net loss | $ | (1,476 | ) | $ | (1,060 | ) | ||
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenues
Our revenues for the three months ended March 31, 2026 amounted to $2,394,000 compared to $1,479,000 for the three months ended March 31, 2025. The increase in the three months ended March 31, 2026 from the corresponding period is primarily attributable to an increase in fashion e-commerce platform as well as well as the inclusion of revenue generated by Percentil in the consolidated report.
Cost of Revenues
Our cost of revenues expenses for the three months ended March 31, 2026 amounted to $1,454,000 compared to $1,059,000 for the three months ended March 31, 2025. The increase in comparison with the corresponding period was mainly due to increase in amounts sold in Orgad and Rotrade.
Research and Development Expenses
Our research and development expenses for the three months ended March 31, 2026 amounted to $239,000 compared to $82,000 for the three months ended March 31, 2025. The increase from the corresponding period was mainly due to an increase in salaries expenses due to increased headcount and an increase in subcontractor expenses to align with our strategy to invest heavily in innovation.
Sales and Marketing Expenses
Our sales and marketing expenses for the three months ended March 31, 2026 amounted to $890,000 compared to $567,000 for the three months ended March 31, 2025. The increase primarily resulted from an increase in Amazon fees due to the increase in sales in Orgad and Rotrade as well as the inclusion of Percentil’s sales and marketing expenses in the consolidated report.
General and Administrative Expenses
Our general and administrative expenses for the three months ended March 31, 2026 amounted to $1,217,000 compared to $831,000 for the three months ended March 31, 2025. The increase was attributable to the increased in consulting expenses for investor relations as well as the as the inclusion of Percentil’s general and administrative expenses in the consolidated report.
Operating Loss
As a result of the foregoing, for the three months ended March 31, 2026, our operating loss was $1,406,000 an increase of $320,000, or 33%, compared to our operating loss for the three months ended March 31, 2025 of $1,060,000.
Financial Income (Expenses), Net
Our financial expenses for the three months ended March 31, 2026 $70,000 compared to financial income of $182 for the three months ended March 31, 2025.
Net Loss
As a result of the foregoing, our net loss for the three months ended March 31, 2026 was $1,476,000, compared to net loss of $1,060,000 for the three months ended March 31, 2025. The increase in net loss was mainly due to the reasons mentioned above.
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Liquidity and Capital Resources
Since our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the State of Israel and in the United States
As of March 31, 2026, we had cash, cash equivalents and restricted cash of $910,000 compared to $2,557,000 of cash, cash equivalents and restricted cash as of December 31, 2025. This decrease primarily resulted from offset by payments that were made to suppliers, resources that were deployed to grow our businesses and payments.
In January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C. Wainwright & Co., LLC, as agent, or Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of March 31, 2026 and the date hereof, we sold 2,011,912 pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.6 million.
Cash used in operating activities amounted to $2,069,000 for the three months ended March 31, 2026, compared to $1,268,000 for the three months ended March 31, 2025. The increase in cash used in operating activity is derived mainly from increase in the net loss offset by a change in inventory and account receivables.
Cash used in investing activities amounted to $46,000 for the three months ended March 31, 2026 while there was no cash used or provided both for the three months ended March 31, 2025. The cash used to purchase property and equipment.
Net cash provided by financing activities was $453,000 for the three months ended March 31, 2026, compared to $95,000 for the three months ended March 31, 2025. The cash flow from financing activities for the three months ended March 31, 2026 resulted from loan proceeds and the issuance of shares during the period.
We expect that the we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that there is an uncertainty that its existing cash will be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:
| ● | finance our current operating expenses; | |
| ● | pursue growth opportunities; | |
| ● | hire and retain qualified management and key employees; | |
| ● | respond to competitive pressures; | |
| ● | comply with regulatory requirements; and | |
| ● | maintain compliance with applicable laws. |
Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital-raising transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.
We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
| 17 |
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies were revenue from contracts with customers which are more fully described in the notes to our financial statements included herein. We believe these accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not required for a smaller reporting company.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2026 were effective.
Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Controls
During the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 18 |
Part II – Other Information
Item 1. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Shimon Shukron
In July 2024, the Company was served with a legal complaint filed by Shimon Shukron in the Magistrate’s Court in Herzliya (the “Court”) for a monetary award in an amount of NIS 1,895,345 (approximately $510). The plaintiff alleges that due to the fire that broke out at Orgad’s warehouse in January 2023, the fire spread to the plaintiff’s business and caused heavy damage to the structure and contents, inventory of the business and loss of profits. The Company filed its statement of defense in September 2024. At this preliminary stage, the plaintiff did not provide sufficient documents to support his claims regarding the extent of the alleged damage. In June 2025, the Court appointed a third party appraiser to assess the damages. The Company evaluates the claim at a sum of NIS 325,000 (approximately $102), at this stage add and is recorded under current liabilities in the consolidated balance sheet.
Item 1A. Risk Factors.
There have been no material changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026.
| 19 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Item 6. Exhibits.
| * | Filed herewith |
| 20 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| My Size, Inc. | ||
| ||
| By: | /s/ Ronen Luzon | |
| Date: May 14, 2026 | Ronen Luzon | |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 14, 2026 | By: | /s/ Oren Elmaliah |
| Oren Elmaliah | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 21 |